-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ld254boev3GHESdUqnaUDBsW2vC0J0qUAWOQY+QhEbUX45HLF3DEjP6Z+bostlii QdYorBaJbF2fMTUb4XqJ0Q== 0000903423-02-000458.txt : 20020716 0000903423-02-000458.hdr.sgml : 20020716 20020715193828 ACCESSION NUMBER: 0000903423-02-000458 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020715 FILED AS OF DATE: 20020716 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COVANTA ENERGY CORP CENTRAL INDEX KEY: 0000073902 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] IRS NUMBER: 135549268 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03122 FILM NUMBER: 02703447 BUSINESS ADDRESS: STREET 1: 40 LANE ROAD CITY: FAIRFIELD STATE: NJ ZIP: 07004 BUSINESS PHONE: 2128686100 MAIL ADDRESS: STREET 1: 40 LANE ROAD CITY: FAIRFIELD STATE: NJ ZIP: 07004 FORMER COMPANY: FORMER CONFORMED NAME: OGDEN CORP DATE OF NAME CHANGE: 19920703 11-K 1 covprofit11k_7-15.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 /x/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2001. OR / / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from __________ to __________. Commission file number 1-3122 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Covanta Energy Group Profit Sharing Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Covanta Energy Corporation 40 Lane Road Fairfield, NJ 07007 Covanta Energy Group Profit Sharing Plan (formerly Ogden Projects Profit Sharing Plan) Independent Auditors' Report Financial Statements As of December 31, 2001 and 2000 and for the Year Ended December 31, 2001 Supplemental Schedule December 31, 2001 COVANTA ENERGY GROUP PROFIT SHARING PLAN (formerly Ogden Projects Profit Sharing Plan) TABLE OF CONTENTS - -------------------------------------------------------------------------------- Page INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS: Statements of Net Assets Available for Benefits as of December 31, 2001 and 2000 2 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2001 3 Notes to Financial Statements 4-8 SUPPLEMENTAL SCHEDULE- Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets Held at End of Year as of December 31, 2001 9 INDEPENDENT AUDITORS' REPORT Covanta Energy Group Profit Sharing Plan We have audited the accompanying statements of net assets available for benefits of the Covanta Energy Group Profit Sharing Plan (formerly Ogden Projects Profit Sharing Plan) (the "Plan") as of December 31, 2001 and 2000, and the related statement of changes in net assets available for benefits for the year ended December 31, 2001. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2001 and 2000, and the changes in net assets available for benefits for the year ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule listed in the Table of Contents is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan's management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2001 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/ DELOITTE & TOUCHE LLP Parsippany, New Jersey July 10, 2002 COVANTA ENERGY GROUP PROFIT SHARING PLAN (formerly Ogden Projects Profit Sharing Plan) STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2001 AND 2000 - -------------------------------------------------------------------------------- 2001 2000 ASSETS: Investments (Note 3) $47,815,720 $50,314,914 Receivables: Employer contributions 13,245 - Participant contributions 44,438 91,253 ----------- ----------- Total receivables 57,683 91,253 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $47,873,403 $50,406,167 =========== =========== See notes to financial statements. COVANTA ENERGY GROUP PROFIT SHARING PLAN (formerly Ogden Projects Profit Sharing Plan) STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 2001 - -------------------------------------------------------------------------------- ADDITIONS: Additions to net assets attributed to- Interest and dividends $ 1,571,150 Contributions: Employer 1,504,354 Employee 1,647,103 ----------- Total contributions 3,151,457 ----------- Net transfer from other plans 1,314,896 ----------- Total additions 6,037,503 ----------- DEDUCTIONS: Deductions from net assets attributed to: Net depreciation in fair value of investments (Note 3) (5,797,570) Distributions to participants (2,736,793) Administrative expenses (35,904) ----------- Total deductions (8,570,267) ----------- NET DECREASE IN NET ASSETS AVAILABLE (2,532,764) FOR BENEFITS NET ASSETS AVAILABLE FOR BENEFITS: BEGINNING OF YEAR 50,406,167 ----------- END OF YEAR $47,873,403 =========== See notes to financial statements. COVANTA ENERGY GROUP PROFIT SHARING PLAN (formerly Ogden Projects Profit Sharing Plan) NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2001 AND 2000 - -------------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN The following is a brief description of the Covanta Energy Group Profit Sharing Plan (formerly Ogden Projects Profit Sharing Plan) (the "Plan"). Participants should refer to the Plan document for more complete information. a. General Information - The Plan is a defined contribution employee savings plan providing for both employer and employee contributions. The Plan includes a pre-tax savings feature which is intended to qualify under Sections 401(k) and 401(a) of the Internal Revenue Code (the "Code"). Prior to January 1, 1998, the Plan included an after-tax savings feature which was intended to qualify under Section 401(a) of the Code. The after-tax feature of the Plan was discontinued effective December 31, 1997 (see Note 1(f)). The Plan is intended to conform with the requirements of the Tax Reform Act of 1986 and the Technical and Miscellaneous Revenue Act of 1988. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan was amended, effective January 1, 2002, to exclude from participation any employee who is eligible to participate in the newly adopted Covanta Energy Savings Plan. In addition, no participant who is eligible to participate in the Covanta Energy Savings Plan is permitted to make an employee contribution or rollover contribution to the Plan and no employer contribution can be made with respect to participants who are eligible to participate in the Covanta Energy Savings Plan. The Company intends to move existing account balances into the Covanta Energy Savings Plan. b. Administration of the Plan - The Administrative Committee, which is appointed by the Board of Directors (the "Board") of Covanta Energy Group, Inc. ("CEG" or the "Company"), serves as a fiduciary of the Plan. The Administrative Committee has general responsibility for the administration and interpretation of the Plan. The Covanta Energy Group Investment Committee is responsible for the appointment of investment advisors and for reviewing the performance of the investment portfolio. Costs related to the administration of the Plan are paid by the participants out of Plan assets. CEG is the Plan's sponsor and a wholly owned subsidiary of Covanta Energy Corporation ("Covanta"), which has announced a financial restructuring plan resulting from its comprehensive review of strategic alternatives. As the first element of that plan, on April 1, 2002, Covanta and 123 of its domestic subsidiaries (the "Debtors") filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") with the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"). CEG was not included in these filings of the voluntary petitions for reorganization. The Debtors are currently operating their businesses as debtors in possession pursuant to the Bankruptcy Code. The Debtors' dependence upon, among other things, confirmation of a plan of reorganization, their ability to comply with the terms of their debtor in possession financing facility, and their ability to generate sufficient cash flows from operations, asset sales and financing arrangements to meet their obligations, raise substantial doubt about their ability and that of CEG to continue as going concerns. The Debtors' debtor in possession financing facility includes provisions enabling Covanta and its subsidiaries, including CEG, to obtain funding for making employer discretionary contributions to the Plan (see Note 1 (f)). As a result of publicly disclosed information concerning Covanta and uncertainty of future rules and regulations which may apply to the Plan's investment in Covanta's common stock, the Investment Committee determined that it was in the best interest of the Plan and its participants to discontinue the Covanta Stock Fund (see Note 7) as an investment option under the Plan effective March 18, 2002. Additionally, the Plan was amended to allow Plan participants to maintain their investment in the Covanta Stock Fund or, at their discretion, redirect their investment to another investment fund offered under the Plan. Also, on May 16, 2002, the Securities and Exchange Commission granted the application of the New York Stock Exchange, Inc. (the "NYSE") for removal of Covanta's common stock from listing and registration on the NYSE. The removal of such stock became effective at the opening of the trading session on May 17, 2002. c. Participation - Each employee who was, as of December 31, 1988, a participant in the Plan continued to be a participant if they were employed by CEG on such date. Each other eligible employee who performs an hour of service after December 31, 1988 becomes a participant on the first day of the month coinciding with or next following the later of: (i) the date on which the eligible employee has completed 1,000 hours of service and (ii) six months of service. d. Participants Accounts - Shares in group trust funds were determined on the basis of the initial asset contribution to the trust by each participating plan, adjusted for subsequent contributions, distributions and allocated income and realized and unrealized gains and losses. Allocation of income, realized and unrealized gains and losses, and administrative expenses were determined monthly on the basis of each plan's proportionate share in the plan assets stated at fair value. e. Vesting - Vesting of employer contributions to the Plan is determined based on the period of vesting service by participants commencing on their date of hire to their date of termination of service in accordance with the following schedule: Percent Years of Vesting Service in the Plan Vested Less than one year of vesting service 0% One but less than two years of vesting service 20 Two but less than three years of vesting service 40 Three but less than four years of vesting service 60 Four but less than five years of vesting service 80 Five or more years of vesting service 100 Participant contributions are immediately 100% vested. f. Contributions - Contributions paid by CEG are determined by the Compensation Committee of the Board. The Board's determination may be expressed in terms of a stated percentage of CEG's annual net profit, as a fixed dollar amount or as a percentage of total compensation paid to each participant. The contribution may not exceed the amount deductible by CEG for Federal income tax purposes and may be made only out of its current or accumulated earnings and profits. During 2002, the Compensation Committee of the Board approved a discretionary contribution for 2001 that Plan management expects to be paid to the Plan in the second half of 2002. The 2000 discretionary contribution was made during 2001. The allocation of the contributions to individual participants is based on the relationship of compensation paid to each participant to the compensation paid to all participants. Participants may contribute one to ten percent of their annual compensation on a pre-tax basis. Participants direct the investment of their contributions into various investment options offered by the Plan. For 2001 and 2000, participant pre-tax contributions could each not exceed $10,500 in accordance with Internal Revenue Service ("IRS") Regulations. Effective January 1, 1998, participants in the Plan may not elect to, nor continue to, make after-tax contributions to the Plan. Any after-tax contributions made by a participant on or before December 31, 1997 and credited to his/her after-tax contribution account shall remain in such after-tax contribution account and will continue to be adjusted in accordance with the provisions of the Plan document g. Distribution from the Plan because of Hardship - Withdrawals are permitted if a participant establishes, to the satisfaction of the Administrative Committee, a financial need for funds for which there is no other money available such as: (i) to purchase a primary residence; (ii) to pay uninsured medical expenses for the participant or immediate family; (iii) to prevent mortgage foreclosure on, or eviction from their primary residence; or (iv) to pay post-secondary educational expenses for the participant, spouse, children or dependents. h. Payments from the Plan's Trust - The value of a participant's interest in the Plan is payable upon retirement, disability, death, or termination of employment, as follows: (i) Upon termination of service of a participant on or after retirement date or by reason of death or disability, an amount equal to the value of the participant's account as of the valuation date next following the date of termination of service, whether or not such participant has a vested interest in such account, is paid from the trust. Participants may elect to receive the distribution valued as of any month after the date of termination of service but not later than the April 1st of the year following the year the participant attains age 70-1/2. (ii) Upon the termination of service of any participant, the participant may be paid in a lump sum amount equal to the value as of the valuation date coincident with or following the date of termination of service, of the vested interest, if any, in the account. Such payment is made to the participant as soon as practicable after termination of service. Participants may elect to receive the distribution valued as of any month after the date of termination of service but not later than April 1st of the year following the year the participant attains age 70-1/2. Any benefit payable under the Plan pursuant to (i) above is paid as one lump sum payment from the trust, with a supplemental payment to be made as promptly as possible in respect to any contribution allocated to the participant's account for the Plan year. i. Loans - In accordance with Plan policy, participants can borrow against the vested portion of their account balance. Borrowings are limited to the lesser of $50,000 or 50% of the participant's vested balance (not to exceed certain limitations). While such loans do not represent a reduction of the participant's account balance, participants are prohibited from receiving allocations (earnings) based on the loan amounts, although when the loans are repaid, the interest expense incurred by the participant is added to the participant's account balance. The interest rate on such loans is the prime lending rate plus 1%. Loans to participants, which comprise the Loan Fund, are reported at cost, which approximates fair value. j. Forfeitures - Forfeitures arising under the Plan during the year are allocated by the Administrative Committee first to administrative expenses, then to Participants' accounts in the same manner as contributions (see Note 1(f)). At December 31, 2001, forfeitures on nonvested accounts totaled $32,832. k. Transfers - Net transfers from other plans represent amounts transferred from other plans sponsored by Covanta affiliates. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accounting and reporting policies followed in the preparation of the financial statements of the Plan are in conformity with accounting principles generally accepted in the United States of America. The following is a description of the more significant of these policies: a. Investment Funds - Plan assets are held by T. Rowe Price Trust Company (the "Trustee"). All investments are participant-directed. b. Investment Valuation and Income Recognition - The Plan's investments are stated at fair value. Shares of mutual funds are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year-end. Investments in the U.S. Treasury Money Fund are stated at cost plus investment income, which approximates fair value. Participant loans are valued at outstanding principle balance due for loans taken from individual accounts, which approximates fair value. Purchase and sales of securities are recorded on a trade date basis. Dividends are recorded on the ex-dividend date. Amounts for securities that have no quoted market prices represent estimated fair value. The approximate value of the Covanta Stock Fund is the quoted market price of Covanta's common stock. The T. Rowe Price Stable Value Common Trust Fund ("Stable Value Fund") which invests in benefit-responsive investments and is valued at contract value (cost plus accrued interest), which approximates fair value. c. Distributions to Participants - Benefit payments to participants are recorded when paid. d. Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from the estimates and assumptions used. e. Risks and Uncertainties - The Plan provides for various investment options (Note 3). Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in value of investment securities will occur in the near term and that such changes would materially affect participants' account balances and the amounts reported in the statements of net assets available for benefits. f. Expenses - Administrative expenses of the Plan are paid by either the Plan or the Plan's sponsor as provided in the Plan document. g. Accounting for Derivative Instruments - The Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative Instruments and Hedging Activities, in June 1998. SFAS No. 133, as amended and interpreted, establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and hedging activities. It requires entities, including employee benefit plans, to recognize all derivatives as either assets or liabilities in the statement of net assets available for benefits and to measure those instruments at fair value. Effective January 1, 2001, the Plan adopted this statement. The adoption of SFAS No. 133 had no impact on the financial statements of the Plan for the year ended December 31, 2001. 3. INVESTMENTS The following is a summary of the Plan's investments held by the Trustee at December 31, 2001 and 2000 that represent 5% or more of the Plan's net assets: 2001 2000 Investments at fair value: Fidelity Magellan Fund $ 8,868,676 $10,022,563 *T. Rowe Price International Stock Fund 2,430,359 3,422,571 *T. Rowe Price Equity Income Fund 11,313,355 11,416,000 *Covanta Stock Fund 749,634 2,899,258 *Stable Value Fund 8,133,996 6,807,901 *T. Rowe Price Blue Chip Growth Fund 3,727,623 4,287,543 *T. Rowe Price Equity Index 500 Fund 2,548,986 2,937,281 *T. Rowe Price U.S. Treasury Money Fund 2,616,398 1,812,771 *Permitted party-in-interest During 2001, the Plan's investments (including gains and losses on investments bought and sold as well as held during the year) depreciated in value by $5,797,570 as follows: Fidelity Magellan Fund $(1,260,920) *T. Rowe Price International Stock Fund (752,438) *T. Rowe Price Equity Income Fund (463,236) *Covanta Stock Fund (1,557,561) *T. Rowe Price Balanced Fund (76,930) *T. Rowe Price New Horizons Fund (138,522) *T. Rowe Price Spectrum Income Fund (9,186) *T. Rowe Price Blue Chip Growth Fund (656,650) *T. Rowe Price Equity Index 500 Fund (386,258) *T. Rowe Price Small-Cap Value Fund 187,709 *T. Rowe Price Science & Technology Fund (710,868) *T. Rowe Price Mid-Cap Growth Fund 27,290 ----------- $(5,797,570) =========== *Permitted party-in-interest 4. INVESTMENT CONTRACTS The Stable Value Fund primarily invests in investment contracts providing a guaranteed return on principal invested over a specified time period. Investment contracts in the Stable Value Fund are fully benefit-responsive and are recorded at their fair values. Generally, fair value approximates contract value (contributions made plus interest accrued at the contract rate, less withdrawals and fees). If, however, an event has occurred that may impair the ability of the contract issuer to perform in accordance with the contract terms, fair value may be less than the contract value. The crediting interest rates at December 31, 2001 for the various investment contracts ranged from 4.85% to 7.83%. The average yield of the Stable Value Fund for the year ended December 31, 2001 was 5.42 %. 5. PLAN TERMINATION The Board or the Administrative Committee may amend the Plan at any time. No such amendment, however, may have the effect of diverting to CEG any part of the Plan for any purpose other than for the exclusive benefit of the participants. Likewise, an amendment may not reduce the interest of any participant in the Plan accrued prior to such amendment. The Board or the Administrative Committee may, however, make such amendments to the extent required to conform the Plan to ERISA or to maintain the continued qualified status of the Plan under the Code. CEG expects to continue the Plan indefinitely, but reserves the right to suspend contributions or to modify or terminate the Plan at any time. Upon termination of the Plan or discontinuance of contributions thereunder, the interest of each participant is fully vested and nonforfeitable. 6. FEDERAL INCOME TAX STATUS The IRS has determined and informed the Company by letter dated June 16, 1995 that the Plan and related trust are designed in accordance with applicable sections of the Code. The Plan has been amended since receiving the determination letter. However, the Plan Administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. 7. PARTY-IN-INTEREST TRANSACTIONS The Covanta Stock Fund invested in Covanta common stock which was traded on the New York Stock Exchange (see Note 1). The Plan invests in certain mutual funds managed by the Trustee. Certain officers and employees of the Company (who may also be participants in the Plan) perform administrative services related to the operation, record keeping and financial reporting of the Plan. The Company pays these individuals salaries and also pays other administrative expenses on behalf of the Plan. Certain fees, including fees for the investment management services, to the extent not paid by the Company, are paid by the Plan. These transactions are not deemed prohibited party-in-interest transactions, because they are covered by statutory administrative exemptions from the Code's and ERISA's rules on prohibited transactions. ****** COVANTA ENERGY GROUP PROFIT SHARING PLAN (fromerly Ogden Projects Profit Sharing Plan) FORM 5500, SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS HELD AT END OF YEAR DECEMBER 31, 2001 - -------------------------------------------------------------------------------- Description Number of Market Identity of Issue of Investment Shares/Units Value MUTUAL FUNDS AND GUARANTEED INVESTMENT CONTRACT ("GIC") *T. Rowe Price Equity Income Fund Mutual Fund 478,366 $ 11,313,355 *Stable Value Fund GIC 8,133,996 8,133,996 Fidelity Magellan Fund Mutual Fund 85,096 8,868,676 *T. Rowe Price International Stock Fund Mutual Fund 221,143 2,430,359 *T. Rowe Price Balanced Fund Mutual Fund 47,524 831,186 *T. Rowe Price Spectrum Income Fund Mutual Fund 41,599 440,952 *T. Rowe Price Blue Chip Growth Fund Mutual Fund 128,672 3,727,623 *T. Rowe Price Equity Index 500 Fund Mutual Fund 82,652 2,548,986 *T. Rowe Price Small-Cap Value Fund Mutual Fund 65,356 1,480,977 *T. Rowe Price New Horizons Fund Mutual Fund 73,909 1,672,555 *T. Rowe Price Science & Technology Fund Mutual Fund 59,736 1,249,682 *T. Rowe Price Mid-Cap Growth Fund Mutual Fund 21,159 833,660 MONEY FUNDS- * T. Rowe Price U.S. Treasury Money Fund Money Fund 2,616,398 2,616,398 COMMON STOCKS- *Covanta Stock Fund Common Stock 164,803 749,634 PARTICIPANT LOANS- *Notes receivable from participants (with interest from 7.75% to 10.50%; maturity from June 2002 to October 2010) Participant Loans N/A 917,681 ------------ TOTAL $ 47,815,720 ============
*Permitted party-in-interest. Cost information is not required for participant-directed investments and, therefore, is not included. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Covanta Energy Group Profit Sharing Plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Covanta Energy Group Profit Sharing Plan Date: July 15, 2002 By: /s/ Louis M. Walters ------------------------- ------------------------------------------- Louis M. Walters Member of the Covanta Energy Group Profit Sharing Plan Administrative Committee EXHIBIT INDEX Exhibit Number Description of Exhibit - --------------------- ------------------------------------------------------- 23.1 Consent of Independent Auditors EX-23.1 3 covprofit11k_ex23-1.txt Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement Nos. 33-36658, 33-36657, 33-54143, 333-19641, 333-82801 and 333-40140 of Covanta Energy Corporation (Debtor in Possession) on Form S-8 of our report dated July 10, 2002, appearing in this Annual Report on Form 11-K of the Covanta Energy Group Profit Sharing Plan for the year ended December 31, 2001. /s/ DELOITTE & TOUCHE LLP Parsippany, New Jersey July 15, 2002 -----END PRIVACY-ENHANCED MESSAGE-----